Statement of Changes in Beneficial Ownership (4)
17 Abril 2020 - 8:35AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
GIC Private Ltd |
2. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy, LP
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TGE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
168 ROBINSON ROAD, #37-01 CAPITAL TOWER |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/17/2020 |
(Street)
SINGAPORE, U0 068912
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Shares Representing Limited Partner Interests | 4/17/2020 | | P | | 152770061 (1)(2)(5) | A | $22.45 (1)(2) | 0 (1)(2) | I | See footnotes (1)(2)(5) |
Class A Shares Representing Limited Partner Interests | | | | | | | | 773510 | I | See footnotes (2)(3)(5) |
Class A Shares Representing Limited Partner Interests | | | | | | | | 21751018 | I | See footnotes (2)(4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On April 17, 2020, pursuant to a merger agreement, an affiliate of The Blackstone Group L.P. was merged with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership and owned, directly or indirectly, by Prairie Secondary Acquiror LP ("Secondary Acquiror"), Prairie Secondary Acquiror E LP, Prairie Non-ECI Acquiror LP ("Class A Acquiror"), Prairie ECI Acquiror LP, and Prairie VCOC Acquiror LP (collectively, the "Acquiror LPs"). At the effective time of the merger (the "Effective Time"), each issued and outstanding Class A share representing limited partner interests of TGE ("Class A share") as of immediately prior to the Effective Time (other than the Class A shares owned by the Acquiror LPs) was converted into the right to receive $22.45 per Class A Share in cash without any interest thereon and was cancelled by the Issuer. |
(2) | Jasmine Ventures Pte. Ltd. ("Jasmine") has limited partnership interests in Secondary Acquiror and limited partnership interests in a partnership that indirectly wholly-owns all of the limited partnership interests in Class A Acquiror. Jasmine is controlled and managed by GIC Special Investments Pte. Ltd. which is in turn a wholly owned subsidiary of GIC Private Limited. |
(3) | These Shares are owned directly by the Secondary Acquiror. |
(4) | These Shares are owned directly by the Class A Acquiror. |
(5) | Each Reporting Person disclaims beneficial ownership of the Shares except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GIC Private Ltd 168 ROBINSON ROAD #37-01 CAPITAL TOWER SINGAPORE, U0 068912 |
| X |
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GIC Special Investments Pte Ltd 168 ROBINSON ROAD #37-01 CAPITAL TOWER SINGAPORE, U0 068912 |
| X |
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JASMINE VENTURES PTE. LTD. 168 ROBINSON ROAD #37-01 CAPITAL TOWER SINGAPORE, U0 068912 |
| X |
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Signatures
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GIC Private Limited, By: Loh Sze Ling, Senior Vice President; By: Toh Tze Meng, Senior Vice President | | 4/17/2020 |
**Signature of Reporting Person | Date |
GIC Special Investments Pte. Ltd., By: Chan Hoe Yin, Authorized Signatory | | 4/17/2020 |
**Signature of Reporting Person | Date |
Jasmine Ventures Pte. Ltd., By: Ashok Samuel, Director | | 4/17/2020 |
**Signature of Reporting Person | Date |
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